UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act Of 1934
February 27, 2009
Date of Report (Date of earliest event reported)
ACURA PHARMACEUTICALS, INC.
(Exact Name of Registrant as Specified in Charter)
| State of New York | 1-10113 | 11-0853640 |
| (State of Other Jurisdiction | (Commission File Number) | (I.R.S. Employer |
| of Incorporation) | | Identification Number) |
616 N. North Court, Suite 120
Palatine, Illinois 60067
(Address of principal executive offices) (Zip Code)
(847) 705-7709
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR 240.13e-4(c)) |
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On February 27, 2009 our Board of Directors amended our Amended and Restated Bylaws, effective February 27, 2009 (i) to increase from 40 to 60, the number of days our Board or Directors may fix a record date in advance of any meeting of shareholders and in advance of distributions and certain other lawful actions (amendments to Article I, Sections 3 and 5); (ii) to explicitly permit execution of proxies by electronic transmission (amendment to Article I, Section 7); and (iii) to explicitly permit electronic transmission of notices of stockholder meetings (amendment to Article I, Section 3). A copy of the amended bylaws is attached hereto.
| Item 9.01 | Financial Statements and Exhibits |
| Exhibit Number | | Description |
| | | |
| 3.1 | | Amendment to Amended and Restated By-Laws |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| ACURA PHARMACEUTICALS, INC. |
| | |
| By: | /s/ Peter A. Clemens |
| | Peter A. Clemens |
| | Senior Vice President & Chief Financial Officer |
Date: March 2, 2009
Exhibit Index
| Exhibit Number | | Description |
| | | |
| 3.1 | | Amendment to Amended and Restated By-Laws |
